Supplemental Guarantor Information | Supplemental Guarantor Information 2021 Notes and 2027 Notes On May 26, 2016, TRI Pointe Group issued the 2021 Notes. On June 5, 2017, TRI Pointe Group issued the 2027 Notes. All of TRI Pointe Group’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including TRI Pointe Homes, are party to supplemental indentures pursuant to which they jointly and severally guarantee TRI Pointe Group’s obligations with respect to the 2021 Notes and the 2027 Notes. Each Guarantor of the 2021 Notes and the 2027 Notes is 100% owned by TRI Pointe Group, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2021 Notes and the 2027 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of TRI Pointe Group or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. A Guarantor of the 2021 Notes and the 2027 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe Group or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe Group or another Guarantor, with TRI Pointe Group or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe Group or any other Guarantor which gave rise to such Guarantor guaranteeing the 2021 Notes or the 2027 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged. 2019 Notes and 2024 Notes TRI Pointe Group and TRI Pointe Homes are co-issuers of the 2019 Notes and the 2024 Notes. All of the Guarantors (other than TRI Pointe Homes) have entered into supplemental indentures pursuant to which they jointly and severally guarantee the obligations of TRI Pointe Group and TRI Pointe Homes with respect to the 2019 Notes and the 2024 Notes. Each Guarantor of the 2019 Notes and the 2024 Notes is 100% owned by TRI Pointe Group and TRI Pointe Homes, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2019 Notes and the 2024 Notes, as described below. A Guarantor of the 2019 Notes and the 2024 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe or another Guarantor, with TRI Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2019 Notes and 2024 Notes; (vi) TRI Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable indenture are discharged. Presented below are the condensed consolidating balance sheets at September 30, 2018 and December 31, 2017 , condensed consolidating statements of operations for the three and nine months ended September 30, 2018 and 2017 and condensed consolidating statement of cash flows for the nine months ended September 30, 2018 and 2017 . Because TRI Pointe’s non-Guarantor subsidiaries are considered minor, as defined in Rule 3-10(h) of Regulation S-X, the non-Guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the Guarantors. Additionally, because TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X, the condensed consolidated financial information of TRI Pointe Group and TRI Pointe Homes, the co-issuers of the 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer”. Condensed Consolidating Balance Sheet (in thousands): September 30, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 20,230 $ 62,856 $ — $ 83,086 Receivables 33,924 51,102 — 85,026 Intercompany receivables 906,894 — (906,894 ) — Real estate inventories 872,137 2,505,598 — 3,377,735 Investments in unconsolidated entities — 4,275 — 4,275 Goodwill and other intangible assets, net 156,604 3,956 — 160,560 Investments in subsidiaries 1,577,561 — (1,577,561 ) — Deferred tax assets, net 13,320 45,793 — 59,113 Other assets 8,833 98,476 — 107,309 Total assets $ 3,589,503 $ 2,772,056 $ (2,484,455 ) $ 3,877,104 Liabilities Accounts payable $ 13,533 $ 70,178 $ — $ 83,711 Intercompany payables — 906,894 (906,894 ) — Accrued expenses and other liabilities 96,375 216,819 — 313,194 Unsecured revolving credit facility 100,000 — — 100,000 Senior notes 1,419,198 — — 1,419,198 Total liabilities 1,629,106 1,193,891 (906,894 ) 1,916,103 Equity Total stockholders’ equity 1,960,397 1,577,561 (1,577,561 ) 1,960,397 Noncontrolling interests — 604 — 604 Total equity 1,960,397 1,578,165 (1,577,561 ) 1,961,001 Total liabilities and equity $ 3,589,503 $ 2,772,056 $ (2,484,455 ) $ 3,877,104 Condensed Consolidating Balance Sheet (in thousands): December 31, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 176,684 $ 106,230 $ — $ 282,914 Receivables 56,021 69,579 — 125,600 Intercompany receivables 794,550 — (794,550 ) — Real estate inventories 855,727 2,249,826 — 3,105,553 Investments in unconsolidated entities — 5,870 — 5,870 Goodwill and other intangible assets, net 156,604 4,357 — 160,961 Investments in subsidiaries 1,448,690 — (1,448,690 ) — Deferred tax assets, net 10,892 65,521 — 76,413 Other assets 3,465 44,605 — 48,070 Total assets $ 3,502,633 $ 2,545,988 $ (2,243,240 ) $ 3,805,381 Liabilities Accounts payable $ 9,364 $ 63,506 $ — $ 72,870 Intercompany payables — 794,550 (794,550 ) — Accrued expenses and other liabilities 92,245 238,637 — 330,882 Senior notes 1,471,302 — — 1,471,302 Total liabilities 1,572,911 1,096,693 (794,550 ) 1,875,054 Equity Total stockholders’ equity 1,929,722 1,448,690 (1,448,690 ) 1,929,722 Noncontrolling interests — 605 — 605 Total equity 1,929,722 1,449,295 (1,448,690 ) 1,930,327 Total liabilities and equity $ 3,502,633 $ 2,545,988 $ (2,243,240 ) $ 3,805,381 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended September 30, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 264,499 $ 507,269 $ — $ 771,768 Land and lot sales revenue — 2,225 — 2,225 Other operations revenue — 598 — 598 Total revenues 264,499 510,092 — 774,591 Cost of home sales 214,759 392,294 — 607,053 Cost of land and lot sales — 2,234 — 2,234 Other operations expense — 590 — 590 Sales and marketing 11,434 33,420 — 44,854 General and administrative 19,427 18,682 — 38,109 Homebuilding income from operations 18,879 62,872 — 81,751 Equity in income of unconsolidated entities — 15 — 15 Other (expense) income, net (572 ) 95 — (477 ) Homebuilding income before income taxes 18,307 62,982 — 81,289 Financial Services: Revenues — 480 — 480 Expenses — 125 — 125 Equity in income of unconsolidated entities — 1,986 — 1,986 Financial services income before income taxes — 2,341 — 2,341 Income before income taxes 18,307 65,323 — 83,630 Equity of net income of subsidiaries 45,662 — (45,662 ) — Provision for income taxes — (19,661 ) — (19,661 ) Net income 63,969 45,662 (45,662 ) 63,969 Net income attributable to noncontrolling interests — — — — Net income available to common stockholders $ 63,969 $ 45,662 $ (45,662 ) $ 63,969 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 239,110 $ 409,528 $ — $ 648,638 Land and lot sales revenue — 68,218 — 68,218 Other operations revenue — 584 — 584 Total revenues 239,110 478,330 — 717,440 Cost of home sales 200,384 321,534 — 521,918 Cost of land and lot sales — 12,001 — 12,001 Other operations expense — 575 — 575 Sales and marketing 8,816 24,363 — 33,179 General and administrative 15,560 17,396 — 32,956 Homebuilding income from operations 14,350 102,461 — 116,811 Equity in income of unconsolidated entities — — — — Other income, net 15 11 — 26 Homebuilding income before income taxes 14,365 102,472 — 116,837 Financial Services: Revenues — 295 — 295 Expenses — 82 — 82 Equity in income of unconsolidated entities — 1,351 — 1,351 Financial services income before income taxes — 1,564 — 1,564 Income before income taxes 14,365 104,036 — 118,401 Equity of net income of subsidiaries 59,725 — (59,725 ) — Provision for income taxes (1,826 ) (44,286 ) — (46,112 ) Net income 72,264 59,750 (59,725 ) 72,289 Net income attributable to noncontrolling interests — (25 ) — (25 ) Net income available to common stockholders $ 72,264 $ 59,725 $ (59,725 ) $ 72,264 Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 710,561 $ 1,412,574 $ — $ 2,123,135 Land and lot sales revenue — 3,966 — 3,966 Other operations revenue — 1,795 — 1,795 Total revenues 710,561 1,418,335 — 2,128,896 Cost of home sales 586,852 1,074,799 — 1,661,651 Cost of land and lot sales — 4,163 — 4,163 Other operations expense — 1,781 — 1,781 Sales and marketing 33,943 94,938 — 128,881 General and administrative 55,527 55,879 — 111,406 Homebuilding income from operations 34,239 186,775 — 221,014 Equity in loss of unconsolidated entities — (384 ) — (384 ) Other (loss) income, net (537 ) 158 — (379 ) Homebuilding income before income taxes 33,702 186,549 — 220,251 Financial Services: Revenues — 1,154 — 1,154 Expenses — 391 — 391 Equity in income of unconsolidated entities — 4,972 — 4,972 Financial services income before income taxes — 5,735 — 5,735 Income before income taxes 33,702 192,284 — 225,986 Equity of net income of subsidiaries 136,827 — (136,827 ) — Provision for income taxes — (55,457 ) — (55,457 ) Net income 170,529 136,827 (136,827 ) 170,529 Net income attributable to noncontrolling interests — — — — Net income available to common stockholders $ 170,529 $ 136,827 $ (136,827 ) $ 170,529 Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 524,159 $ 1,085,299 $ — $ 1,609,458 Land and lot sales revenue — 69,661 — 69,661 Other operations revenue — 1,752 — 1,752 Total revenues 524,159 1,156,712 — 1,680,871 Cost of home sales 445,501 849,062 — 1,294,563 Cost of land and lot sales — 13,299 — 13,299 Other operations expense — 1,726 — 1,726 Sales and marketing 22,265 69,944 — 92,209 General and administrative 49,113 52,180 — 101,293 Homebuilding income from operations 7,280 170,501 — 177,781 Equity in income of unconsolidated entities — 1,646 — 1,646 Other income, net 33 114 — 147 Homebuilding income before income taxes 7,313 172,261 — 179,574 Financial Services: Revenues — 881 — 881 Expenses — 233 — 233 Equity in income of unconsolidated entities — 2,911 — 2,911 Financial services income before income taxes — 3,559 — 3,559 Income before income taxes 7,313 175,820 — 183,133 Equity of net income of subsidiaries 103,177 — (103,177 ) — Benefit (provision) for income taxes 2,681 (72,505 ) — (69,824 ) Net income 113,171 103,315 (103,177 ) 113,309 Net income attributable to noncontrolling interests — (138 ) — (138 ) Net income available to common stockholders $ 113,171 $ 103,177 $ (103,177 ) $ 113,171 Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2018 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash provided by (used in) operating activities $ 60,315 $ (132,405 ) $ — $ (72,090 ) Cash flows from investing activities: Purchases of property and equipment (6,603 ) (17,944 ) — (24,547 ) Proceeds from sale of property and equipment — 8 — 8 Investments in unconsolidated entities — (1,812 ) — (1,812 ) Intercompany (108,780 ) — 108,780 — Net cash (used in) provided by investing activities (115,383 ) (19,748 ) 108,780 (26,351 ) Cash flows from financing activities: Borrowings from debt 100,000 — — 100,000 Repayment of debt (57,931 ) — — (57,931 ) Distributions to noncontrolling interests — (1 ) — (1 ) Proceeds from issuance of common stock under share-based awards 1,943 — — 1,943 Minimum tax withholding paid on behalf of employees for restricted stock units (6,049 ) — — (6,049 ) Share repurchases (139,349 ) — — (139,349 ) Intercompany — 108,780 (108,780 ) — Net cash (used in) provided by financing activities (101,386 ) 108,779 (108,780 ) (101,387 ) Net (decrease) increase in cash and cash equivalents (156,454 ) (43,374 ) — (199,828 ) Cash and cash equivalents - beginning of period 176,684 106,230 — 282,914 Cash and cash equivalents - end of period $ 20,230 $ 62,856 $ — $ 83,086 Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash used in operating activities $ (60,816 ) $ (149,840 ) $ — $ (210,656 ) Cash flows from investing activities: Purchases of property and equipment (1,473 ) (739 ) — (2,212 ) Proceeds from sale of property and equipment — 6 — 6 Investments in unconsolidated entities — (934 ) — (934 ) Intercompany (161,755 ) — 161,755 — Net cash used in investing activities (163,228 ) (1,667 ) 161,755 (3,140 ) Cash flows from financing activities: Borrowings from notes payable 500,000 — — 500,000 Repayment of notes payable (213,726 ) — — (213,726 ) Debt issuance costs (5,932 ) — — (5,932 ) Distributions to noncontrolling interests — (987 ) — (987 ) Proceeds from issuance of common stock under share-based awards 3,293 — — 3,293 Minimum tax withholding paid on behalf of employees for restricted stock units (2,896 ) — — (2,896 ) Share repurchases (112,217 ) — — (112,217 ) Intercompany — 161,755 (161,755 ) — Net cash provided by financing activities 168,522 160,768 (161,755 ) 167,535 Net (decrease) increase in cash and cash equivalents (55,522 ) 9,261 — (46,261 ) Cash and cash equivalents - beginning of period 141,568 67,089 — 208,657 Cash and cash equivalents - end of period $ 86,046 $ 76,350 $ — $ 162,396 |